As filed with the Securities and Exchange Commission on June 27, 2002
Securities Act File No. 333-86554
Investment Company Act File No. 811-4700
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM N-2
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[ ] Registration Statement under the Securities Act of 1933
[ ] Pre-Effective Amendment No.
[X] Post-Effective Amendment No. 1
and/or
[ ] Registration Statement under the Investment
Company Act of 1940
[X] Amendment No. 31
(Check Appropriate Box or Boxes)
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THE GABELLI EQUITY TRUST INC.
(Exact Name of Registrant as Specified in Charter)
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One Corporate Center
Rye, New York 10580-1422
(Address of Principal Executive Offices)
Registrant's Telephone Number, Including Area Code: (800) 422-3554
Bruce N. Alpert
The Gabelli Equity Trust Inc.
One Corporate Center
Rye, New York 10580-1422
(914) 921-5100
(Name and Address of Agent for Service)
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Copies to:
Richard T. Prins, Esq. James E. McKee, Esq. Cynthia G. Cobden, Esq.
Skadden, Arps, Slate, The Gabelli Equity Trust Inc. Simpson Thacher & Bartlett
Meagher & Flom LLP One Corporate Center 425 Lexington Avenue
Four Times Square Rye, New York 10580-1422 New York, New York 10017
New York, New York 10036 (914) 921-5100 (212) 455-2000
(212) 735-3000
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Approximate date of proposed public offering: As soon as
practicable after the effective date of this Registration Statement.
[X] This Form is a post effective amendment filed pursuant to Rule
462(d) under the Securities Act and the Securities Act registration
statement for the same offering is 333-86554.
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CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
Proposed
Proposed Maximum
Maximum Aggregate
Amount Being Offering Price Offering Amount of
Title of Securities Being Registered Registered Per Share Price (1) Registration Fee
------------------------------------ ---------- --------- --------- ----------------
Series C Auction Rate Cumulative 5,200 Shares $ 25,000 $130,000,000 $31,070 (2)
Preferred Stock
(1) Estimated solely for the purpose of calculating the registration fee.
(2) Previously paid.
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CROSS-REFERENCE SHEET
N-2 Item Number Location in Part A (Caption)
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PART A
1. Outside Front Cover................................ Outside Front Cover Page
2. Inside Front and Outside Back Cover
Page............................................. Outside Front Cover Page; Inside Front
Cover Page
3. Fee Table and Synopsis............................. Not Applicable
4. Financial Highlights............................... Financial Highlights
5. Plan of Distribution............................... Outside Front Cover Page; The Auction;
Prospectus Summary; Underwriting
6. Selling Shareholders............................... Not Applicable
7. Use of Proceeds.................................... Use of Proceeds; Investment Objectives and
Policies
8. General Description of the
Registrant....................................... Outside Front Cover Page; Prospectus
Summary; The Fund; Investment Objectives
and Policies; Other Investments; Special
Investment Methods; Risk Factors and
Special Considerations; Description of the
Series C Preferred; The Auction; Anti-
Takeover Provisions of the Charter and By-
Laws
9. Management......................................... Outside Front Cover Page; Prospectus
Summary; Management of the Fund;
Custodian, Transfer Agent, Auction Agent
and Dividend-Disbursing Agent
10. Capital Stock, Long-Term Debt,
and Other Securities............................. Outside Front Cover Page; Prospectus
Summary; Investment Objectives and
Policies; Description of the Series C
Preferred; The Auction; Description of
Capital Stock and Other Securities; Taxation
11. Defaults and Arrears on Senior
Securities....................................... Not Applicable
12. Legal Proceedings.................................. Not Applicable
13. Table of Contents of the Statement
of Additional Information........................ Table of Contents of the Statement of
Additional Information
PART B Location in Statement of
Additional Information
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14. Cover Page......................................... Outside Front Cover Page
15. Table of Contents.................................. Outside Front Cover Page
16. General Information and History.................... The Fund
17. Investment Objectives and
Policies......................................... Investment Objectives and Policies;
Investment Restrictions
18. Management......................................... Management of the Fund
19. Control Persons and Principal
Holders of Securities............................ Management of the Fund; Beneficial
Owners
20. Investment Advisory and Other
Services......................................... Management of the Fund
21. Brokerage Allocation and Other
Practices........................................ Portfolio Transactions
22. Tax Status......................................... Taxation
23. Financial Statements............................... Financial Statements
PART C
Information required to be included in Part C is set forth under
the appropriate Item, so numbered, in Part C to this Registration
Statement.
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration Statement
on Form N-2 (File No. 333-86554) (the "Registration Statement") of The
Gabelli Equity Trust Inc. (the "Fund") incorporates Part A and Part B of
the Fund's filing pursuant to Rule 497(h) under the Securities Act of 1933,
as amended (the "Securities Act"). This Registration Statement is being
filed pursuant to Rule 462(d) under the Securities Act for the sole purpose
of amending an exhibit previously filed with the Registration Statement
and, accordingly, shall become effective immediately upon filing with the
Securities Exchange Commission.
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(1) Financial Statements:
Financial Statements included in Part A (Prospectus) of this
Registration Statement and Amendment:
(a) Financial Highlights for each of the years ended December 31,
1992-2001.
Financial Statements included in Part B (Statement of Additional
Information) of this Registration Statement and Amendment:
(b) Portfolio of Investments, December 31, 2001(1)
(c) Statement of Assets and Liabilities, December 31, 2001(1)
(d) Statement of Operations for the year ended December 31, 2001(1)
(e) Statement of Changes in Net Assets(1)
(f) Notes to Financial Statements(1)
(g) Report of Independent Accountants(1)
(2) (a) (1) Articles of Incorporation(2)
(2)(A) Articles Supplementary relating to 7.25%
Tax Advantaged Cumulative Preferred Stock(2)
(B) Form of Articles of Amendment of
The Gabelli Equity Trust Inc. relating to the
7.25% Tax Advantaged Cumulative Preferred Stock(3)
(3) Articles Supplementary relating to 7.20% Tax Advantaged
Series B Cumulative Preferred Stock(3)
(4) Articles Supplementary relating to Series C Auction Rate
Cumulative Preferred Stock(9)
(b) Amended and Restated By-Laws as of May 16, 2001(3)
(c) Not Applicable
(d) Form of Specimen Stock Certificate:
Series C Auction Rate Cumulative Preferred Stock(8)
(e) Automatic Dividend Reinvestment and Voluntary Cash Purchase
Plan(2)
(f) Not Applicable
(g) Investment Advisory Agreement between the Fund and Gabelli
Funds LLC(4)
(h) Form of Underwriting Agreement(8)
(i) Not Applicable
(j) Custodial Contract between the Fund and Boston Safe Deposit
and Trust Company(2)
(k) (1) Registrar, Transfer Agency and Service Agreement between
the Fund and State Street Bank and Trust Company(4)
(2) Transfer Agent and Registrar Services Fee Agreement between
the Fund and State Street Bank and Trust Company(4)
(3) Form of Auction Agency Agreement(8)
(4) Form of Broker-Dealer Agreement(8)
(6) Form of DTC Agreement(6)
(l) Opinion and Consent of Counsel(8)
(m) Not Applicable
(n) Consent of PricewaterhouseCoopers LLP(9)
(o) Not Applicable
(p) Not Applicable
(q) Not Applicable
(r) Code of Ethics(5)
(s) Power of Attorney(6)
_________________________
(1) Incorporated by reference from Registrant's Annual Report for the year
ended December 31, 2001, File No. 811- 04700, as filed with the
Securities and Exchange Commission on March 8, 2002 (EDGAR Accession
No. 0000935069-02-000275).
(2) Incorporated by reference from the Registrant's Pre-Effective
Amendment No. 2 to the Fund's Registration Statement on Form N-2 Nos.
333-45951 and 811-4700; as filed with the Securities and Exchange
Commission on February 10, 1998 (EDGAR Accession No.
0000950123-99-003497).
(3) Incorporated by reference from the Registrant's Pre-Effective
Amendment No. 1 to the Fund's Registration Statement on Form N-2 Nos.
333-47012 and 811-4700; as filed with the Securities and Exchange
Commission on June 11, 2001 (EDGAR Accession No.
0000950172-01-500365).
(4) Incorporated by reference from the Registrant's Pre-Effective
Amendment No. 1 to the Fund's Registration Statement on Form N-2, File
Nos. 333-62323 and 811-4700, as filed with the Securities and Exchange
Commission on October 13, 1995 (EDGAR Accession No.
0000950123-95-002829).
(5) Incorporated by reference from Registrant's Pre-Effective Amendment
No. 2 to the Fund's Registration Statement on Form N-2, File Nos.
333-47012 and 811-4700; as filed with the Securities and Exchange
Commission on December 12, 2000 (EDGAR Accession No.
0000950123-00-011158).
(6) Incorporated by reference from Registrant's Pre-Effective Amendment
No. 1 to the Fund's Registration Statement on Form N-2, File Nos.
333-86554 and 811-4700; as filed with the Securities and Exchange
Commission on June 4, 2002 (EDGAR Accession No. 0000950172-02-001205).
(7) Incorporated by reference from Registrant's Pre-Effective Amendment
No. 2 to the Fund's Registration Statement on Form N-2, File Nos.
333-86554 and 811-4700; as filed with the Securities and Exchange
Commission on June18, 2002 (EDGAR Accession No. 0000950172-02-001331).
(8) Incorporated by reference from Registrant's Pre-Effective Amendment
No. 3 to the Fund's Registration Statement on Form N-2, File Nos.
333-86554 and 811-4700; as filed with the Securities and Exchange
Commission on June 25, 2002 (EDGAR Accession No. 0000950172-02-001397).
(9) Filed herewith.
Item 25. Marketing Arrangements
See Exhibit 2(h) to this Registration Statement.
Item 26. Other Expenses of Issuance and Distribution
The following table sets forth the estimated expenses to be incurred
in connection with the offering described in this Registration Statement:
Securities and Exchange Commission Registration fees........ $31,070
Moody's rating fee.......................................... $91,000
S&P rating fee.............................................. $7,000
Printing and engraving expenses............................. $100,000
Auditing fees and expenses.................................. $50,000
Legal fees and expenses..................................... $150,000
Miscellaneous............................................... $70,930
Total.............................................. $500,000
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Item 27. Persons Controlled by or Under Common Control with Registrant
One or more of the directors of Registrant are also directors or
trustees of one or more of the following registered investment companies:
The Gabelli Asset Fund, The Gabelli Growth Fund and The Gabelli Westwood
Funds, each a Massachusetts Business Trust, The Gabelli Money Market Funds
and The Gabelli Utility Trust, each a Delaware Business Trust, The Gabelli
Global Multimedia Trust Inc., The Gabelli Value Fund Inc., The Gabelli
Investor Funds, Inc., Gabelli Capital Series Funds, Inc., The Gabelli
Global Series Funds, Inc., The Gabelli Convertible Securities Fund, Inc.,
Gabelli International Growth Fund, Inc., Gabelli Gold Fund, Inc. and
Gabelli Equity Series Funds, Inc., each a Maryland corporation. Registrant
disclaims that it is under common control with any of such other entities.
Item 28. Number of Holders of Securities as of May 31, 2002
Number of
Title of Class Record Holders
Common Stock, par value $.001 per share........... 12,841
7.25% Tax Advantaged Cumulative
Preferred Stock, par value $.001 per share..... 65
7.20% Tax Advantaged Series B Cumulative
Preferred Stock, par value $.001 per share..... 28
Item 29. Indemnification
The response of this Item is incorporated by reference to the
caption "Capital Stock - Limitation of Officers' and Directors' Liability"
set forth in the Prospectus.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act"), may be permitted
to the directors, officers and controlling persons of the Fund, pursuant to
the foregoing provisions or otherwise, the Fund has been advised that in
the opinion of the Securities Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities under the Securities Act (other than payment by the Fund of
expenses incurred or paid by a director, officer or controlling person of
the Fund in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with
the securities being registered, the Fund will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such
issue.
Item 30. Business and Other Connections of the Investment Adviser
Registrant is fulfilling the requirement of this Item 30 to
provide a list of the officers and directors of its investment adviser,
together with information as to any other business, profession, vocation or
employment of a substantial nature engaged in by that entity or those of
its officers and directors during the past two years, by incorporating by
reference the information contained in the Form ADV filed with the
Securities and Exchange Commission pursuant to the Investment Advisers Act
of 1940 by Gabelli Funds, LLC (SEC File No. 333-42780).
Item 31. Location of Accounts and Records
Gabelli Funds, LLC
One Corporate Center
Rye, New York 10580-1422
(with respect to its services as Investment Adviser and
administrator)
Equiserve Trust Company
150 Royall Street
Canton, Massachusetts 02021
(with respect to its services as transfer agent and registrar)
Boston Safe Deposit and Trust Company
One Boston Place
Boston, Massachusetts 02108
(with respect to its services as custodian)
PFPC, Inc.
101 Federal Street
Boston, Massachusetts 02110
(with respect to its services as sub-Administrator)
Item 32. Management Services
Not applicable.
Item 33. Undertakings
1. Registrant undertakes to suspend the offering of shares
until the Prospectus is amended, if subsequent to the
effective date of this registration statement, its net
asset value declines more than ten percent from its net
asset value, as of the effective date of the registration
statement or its net asset value increases to an amount
greater than its net proceeds as stated in the
Prospectus.
2. Not applicable.
3. Not applicable.
4. Not applicable.
5. Registrant undertakes that, for the purpose of
determining any liability under the Securities Act, the
information omitted from the form of prospectus filed as
part of the Registration Statement in reliance upon Rule
430A and contained in the form of prospectus filed by the
Registrant pursuant to Rule 497(h) will be deemed to be a
part of the Registration Statement as of the time it was
declared effective.
Registrant undertakes that, for the purpose of
determining any liability under the Securities Act, each
post-effective amendment that contains a form of
prospectus will be deemed to be a new Registration
Statement relating to the securities offered therein, and
the offering of such securities at that time will be
deemed to be the initial bona fide offering thereof.
6. Registrant undertakes to send by first class mail or
other means designed to ensure equally prompt delivery,
within two Business Days of receipt of a written or oral
request, any SAI constituting Part B of this Registration
Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and
Investment Company Act of 1940, the Registrant has duly caused this
amendment to its Registration Statement to be signed on its behalf by the
undersigned, thereto duly authorized, in the City of Rye, State of New York
on the 27th day of June, 2002.
THE GABELLI EQUITY TRUST INC.
By: /s/ Bruce N. Alpert
------------------------------
Bruce N. Alpert
Principal Executive Officer
Pursuant to the requirements of the Securities Act of 1933 this
amendment to the Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Name Title Date
* Chairman of the Board, June 27, 2002
------------------------------- President & Chief
Mario J. Gabelli Investment Officer
* Director June 27, 2002
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Dr. Thomas E. Bratter
* Director June 27, 2002
------------------------------
Anthony J. Colavita
* Director June 27, 2002
------------------------------
James P. Conn
* Director June 27, 2002
------------------------------
Frank J. Fahrenkopf, Jr.
* Director June 27, 2002
------------------------------
Arthur V. Ferrara
Director June __, 2002
------------------------------
Karl Otto Pohl
* Director June 27, 2002
------------------------------
Anthony R. Pustorino
* Director June 27, 2002
------------------------------
Salvatore J. Zizza
/s/ Bruce N. Alpert Vice President & June 27, 2002
------------------------------ Treasurer
Bruce N. Alpert
/s/ Bruce N. Alpert June 27, 2002
-----------------------------
Bruce N. Alpert
as attorney in fact
* Pursuant to a Power of Attorney incorporated by reference as Exhibit S hereto
SCHEDULE OF EXHIBITS TO FORM N-2
Exhibit
Number Exhibit
Exhibit A (1) Articles of Incorporation*
(2)(A) Articles Supplementary relating to 7.25% Tax
Advantaged Cumulative Preferred Stock*
(B) Form of Articles of Amendment
of The Gabelli Equity Trust Inc. relating to the
7.25% Tax Advantaged Cumulative Preferred Stock*
(3) Articles Supplementary relating to 7.20% Tax Advantaged
Series B Cumulative Preferred Stock*
(4) Articles Supplementary relating to Series C Auction Rate
Cumulative Preferred Stock
Exhibit B Amended and Restated By-Laws as of May 16, 2001*
Exhibit C Not Applicable
Exhibit D Form of Specimen Stock Certificate, Series C Auction Rate
Cumulative Preferred Stock*
Exhibit E Automatic Dividend Reinvestment and Voluntary Cash Purchase
Plan*
Exhibit F Not Applicable
Exhibit G Investment Advisory Agreement*
Exhibit H Form of Underwriting Agreement*
Exhibit I Not Applicable
Exhibit J Custodian Agreement*
Exhibit K (1) Registrar, Transfer Agency and Service Agreement between
the Fund and State Street Bank and Trust Company*
(2) Transfer Agent and Registrar Services Fee Agreement
between the Fund and State Street Bank and Trust Company*
(3) Form of Auction Agency Agreement*
(4) Form of Broker-Dealer Agreement*
(5) Form of DTC Agreement*
Exhibit L Opinion and Consent of Counsel*
Exhibit M Not Applicable
Exhibit N Consent of PricewaterhouseCoopers LLP
Exhibit O Not Applicable
Exhibit P Not Applicable
Exhibit Q Not Applicable
Exhibit R Code of Ethics*
Exhibit S Power of Attorney*
---------------------------
* Previously filed and incorporated by reference.